Common use of Licenses and Payments on Termination Clause in Contracts

Licenses and Payments on Termination. (a) Termination by BMS (Section 11.2). Subject to Section 11.5(e), if BMS terminates this Agreement pursuant to Section 11.2 with respect to a particular Product in any country, then the license granted to BMS under Section 7.1 shall automatically terminate solely with respect to such Product in such country, and BMS shall, and hereby does, grant to Exelixis a royalty-free license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such country. The license described in this Section 11.5(a) shall be non-exclusive, except that it shall be exclusive with respect to the manufacture, use and sale of such Products.

Licenses and Payments on Termination. (a) Termination by BMS (Section 11.210.2). Subject to Section 11.5(e10.5(e), if BMS terminates this Agreement pursuant to Section 11.2 10.2 with respect to a particular Product in any country, then the license granted to BMS under Section 7.1 6.1 shall automatically terminate solely with respect to such Product in such country, and BMS shall, and hereby does, grant to Exelixis a royalty-free license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such country. The license described in this Section 11.5(a10.5(a) shall be non-exclusive[ * ], except that it shall be exclusive [ * ] with respect to the manufacture, use and sale of such Products[ * ].

Licenses and Payments on Termination. (a) Termination by BMS (Section 11.212.2). Subject to Section 11.5(e12.5(e), if BMS terminates this Agreement pursuant to Section 11.2 12.2 with respect to a particular Product in any country, then the license granted to BMS under Section 7.1 8.1 shall automatically terminate solely with respect to such Product in such country, and BMS shall, and hereby does, grant to Exelixis EPC a royalty-free license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such country. The license described in this Section 11.5(a12.5(a) shall be non-exclusive, except that it shall be exclusive with respect to the manufacture, use and sale of such Products.

Licenses and Payments on Termination. (a) Termination by BMS (Section 11.210.2). Subject to Section 11.5(e10.5(e), if BMS terminates this Agreement pursuant to Section 11.2 10.2 with respect to a particular Product in any country, then the license granted to BMS under Section 7.1 6.1 shall automatically terminate solely with respect to such Product in such country, and BMS shall, and hereby does, grant to Exelixis EPC a royalty-free license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such country. The license described in this Section 11.5(a10.5(a) shall be non-exclusive[*], except that it shall be exclusive [*] with respect to the manufacture, use and sale of such Products[*].

Licenses and Payments on Termination. (a) Termination by BMS (Section 11.2). Subject to Section 11.5(e), if BMS terminates this Agreement pursuant to Section 11.2 with respect to a particular Product in any country, then the license granted to BMS under Section 7.1 shall automatically terminate solely with respect to such Product in such country, and BMS shall, and hereby does, grant to Exelixis EPC a royalty-free license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such country. The license described in this Section 11.5(a) shall be non-exclusive, except that it shall be exclusive with respect to the manufacture, use and sale of such Products.

Licenses and Payments on Termination. (a) Termination by BMS (Section 11.212.2). Subject to Section 11.5(e12.5(e), if BMS terminates this Agreement pursuant to Section 11.2 12.2 with respect to a particular Product in any country, then the license granted to BMS under Section 7.1 8.1 shall automatically terminate solely with respect to such Product in such country, and BMS shall, and hereby does, grant to Exelixis a royalty-free license, with the right to grant sublicenses, under the BMS Licensed Patents and BMS Licensed Know-How to clinically develop, make, use, sell, offer for sale and import such Product in such country. The license described in this Section 11.5(a12.5(a) shall be non-exclusive, except that it shall be exclusive with respect to the manufacture, use and sale of such Products.